Explanatory Circular

Guinness Peat Group PLC
26 March 2008

                              EXPLANATORY CIRCULAR


Guinness Peat Group plc ("the Company") has today released to the Document
Viewing Facility ("DVF") a copy of a circular dated 25 March 2008 ("the Circular
").  The Circular will be posted to shareholders on or by 11 April 2008 together
with the Company's Report & Accounts for the year ended 31 December 2007 ("
Annual Report") which contains a copy of the Notice of the Company's Annual
General Meeting to be held on 13 May 2008 ("AGM"). A copy of the Annual Report
was released to the DVF on 25 March 2008.  Copies of both these documents may
also be accessed on the Company's website at www.gpgplc.com.



The Circular deals with resolutions to be put to the AGM as well as providing
further and better particulars relating to the payment of the interim cash
dividend ("the Cash Dividend") already declared, the Scrip Dividend Alternative
in lieu of the Cash Dividend, and the proposed 2008 Capitalisation Issue.



It should be noted that the Currency Option referred to in the Company's
Preliminary Report issued on 28 February 2008 (under which shareholders have in
the past been able to elect for payment of their entire Cash Dividend in either
pounds Sterling, Australian or New Zealand dollars) has been withdrawn.  This
results from a significant increase in the complexity of administering such
election arising from the provisions of the UK Companies Act 2006, and
consequent increased expense, compared with the historic negligible take-up of
this option.



Queries should be referred to the Company's Registrars as follows:



UK:             Computershare - Tel: [phone]

Australia:      Registries Limited - Tel: [phone]

New Zealand:    Computershare - Tel: [phone]



or to the Company Secretary, Richard Russell whose telephone number in London is
(0044)20 7484 3370.





J R Russell
Company Secretary
Guinness Peat Group plc
[phone]



26 March 2008




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